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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 5, 2025
LINDBLAD EXPEDITIONS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware | |
001-35898 | |
27-4749725 |
(State or other jurisdiction
of incorporation) | |
(Commission
File Number) | |
(IRS Employer
Identification
No.) |
| 96 Morton Street, 9th Floor, New York, New York | |
10014 |
| (Address of principal executive
offices) | |
(Zip Code) |
Registrant’s
telephone number including area code: (212) 261-9000
N/A
(Former
name or former address, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each
class | |
Trading Symbol(s) | |
Name of each
exchange on which registered |
| | |
| |
|
| Common
Stock, par value $0.0001 per share | |
LIND | |
The NASDAQ Stock
Market LLC |
Securities
registered pursuant to Section 12(g) of the Act:
None
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
On
August 5, 2025, Lindblad Expeditions Holdings, Inc. (“Lindblad”) announced that its wholly-owned subsidiary Lindblad
Expeditions, LLC (the “Issuer”) intends to offer senior secured notes, subject to market and customary conditions (the “Notes
Offering”). The notes will be senior secured obligations of the Issuer and will be guaranteed by Lindblad and certain of its subsidiaries
(other than the Issuer) (collectively, the “Note Guarantors”) and will be secured, subject to permitted liens and certain
other exceptions, by a first-priority lien on substantially all the assets of the Issuer and the Note Guarantors.
The Issuer intends to use the net proceeds from
the proposed offering, together with cash on hand, (i) to fund its concurrently announced tender offer (the “Tender Offer”)
for any and all of its outstanding 6.750% Senior Secured Notes due 2027 (the “2027 Notes”) and (ii) to fund the redemption
of all of Lindblad’s 9.000% Senior Secured Notes due 2028 (the “2028 Notes”), including, in each case, to pay fees
and expenses in connection therewith. The Issuer also intends to call for redemption any 2027 Notes not tendered in the Tender Offer
on or after February 15, 2026, at the then applicable redemption price of 100.000%.
A copy of the press release announcing the Notes
Offering is attached hereto as Exhibit 99.1 and incorporated herein by reference. A copy of the press release announcing the Tender Offer
is attached hereto as Exhibit 99.2 and incorporated herein by reference.
Neither this report nor the exhibits hereto shall
constitute an offer to purchase or the solicitation of an offer to sell any securities. The Notes Offering is being made exclusively
pursuant to the offering memorandum, which sets forth the terms and conditions of the Notes Offering. The Tender Offer is being made
solely by means of the Offer to Purchase and Consent Solicitation Statement.
Concurrent with the Notes Offering, the Issuer
intends to enter into an amendment (the “Revolving Credit Facility Amendment”) to the credit agreement governing its revolving
credit facility (the “Revolving Credit Facility”) providing for, among other things, (i) an additional $15.0 million
of commitments in addition to the $45.0 million of existing commitments under the Revolving Credit Facility, for a total of $60.0 million
in commitments, (ii) an extension of the maturity date of the Revolving Credit Facility to be five years after the closing date of the
Revolving Credit Facility Amendment and (iii) certain other changes thereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release of Lindblad, dated August 5, 2025, related
to the Notes Offering. |
| 99.2 |
|
Press Release of Lindblad, dated August 5, 2025, related
to the Tender Offer. |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
LINDBLAD EXPEDITIONS HOLDINGS, INC.
(registrant) |
| |
|
| August 5, 2025 |
By: |
/s/
Rick Goldberg |
| |
|
Rick Goldberg, Chief Financial Officer |
